ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
ALL AMERICAN GROUP, INC.
The undersigned officer of All American Group, Inc. (hereinafter referred to as the “Corporation”) existing pursuant to the provisions of the Indiana Business Corporation Law, as amended, (hereinafter referred to as the “Law”), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certifies the following facts:
SECTION 1: The date of incorporation of the Corporation is December 31, 1964.
SECTION 2: The name of the Corporation following this amendment to the Articles of Incorporation is “All American Group, Inc.”
ARTICLE I
Amendments
SECTION 1: Article V of the Articles of Incorporation is hereby amended to read in its entirety as follows:
“The total number of shares which the corporation shall have the authority to issue is One Hundred Million (100,000,000) shares of Common Stock, without par value.”
ARTICLE II
Date of Adoption
The amendments were adopted on September 28, 2010.
ARTICLE III
Manner of Adoption and Vote
The shareholders of the Corporation entitled to vote in respect to the amendments adopted the proposed amendment. The amendment was adopted by a vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:
| Class | Common |
| Shares entitled to vote | 36,745,230 |
Number of shares represented at the meeting | 34,170,690 |
Shares voted in favor | 28,003,757 |
Shares voted against | 6,162,184 |
ARTICLE IV
Compliance with Legal Requirements
The manner of adoption of these Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify, subject to the penalties of perjury, that the statements included herein are true, this 28th day September, 2010.
All American Group, Inc.
/s/ Richard M. Lavers___
Richard M. Lavers
President and Chief Executive Officer
